Hogg Robinson : Consideration Determination

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 July 2018

RECOMMENDED CASH ACQUISITION
of
HOGG ROBINSON GROUP PLC
by
GLOBAL BUSINESS TRAVEL HOLDINGS LIMITED
(a wholly-owned subsidiary of GBT III B.V.)

Consideration Determination

On 9 February 2018, the boards of Hogg Robinson Group plc ('Hogg Robinson' or the 'Company') and Global Business Travel Holdings Limited ('GBT Holdings'), a wholly-owned subsidiary of GBT III B.V. ('GBT'), announced that they had reached agreement on the terms of a recommended cash acquisition by GBT Holdings of the entire issued and to be issued ordinary share capital of Hogg Robinson (the 'Acquisition'). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the 'Scheme'). Full details of the Acquisition and the Scheme were set out in the circular sent to Hogg Robinson Shareholders dated 21 February 2018 (the 'Scheme Document').

Summary

The parties today announce that, under the terms of the Acquisition:

· each Scheme Shareholder will receive the maximum consideration of 120 pence in cash for each Hogg Robinson Share.

As noted in the parties' announcement on 13 July 2018, the Scheme Court Hearing is expected to take place later today, and the Effective Date of the Scheme is expected to be 19 July 2018.

Details of the Consideration Determination

As set out in more detail in the Scheme Document, it was agreed that, under the Scheme, each Scheme Shareholder would receive:

· the Minimum Consideration of 110 pence in cash for each Hogg Robinson Share if the Fraedom Disposal did not complete prior to the date of the Scheme Court Hearing; or

· a maximum of 120 pence in cash for each Hogg Robinson Share if the Fraedom Disposal were to complete prior to the date of the Scheme Court Hearing, subject to potential reductions if Relevant Adjustments resulted in the Actual Fraedom Sale Amount being lower than the Anticipated Fraedom Sale Amount.

On 7 March 2018, the Fraedom Disposal completed in accordance with the terms of the Fraedom SPA.

On 13 April 2018, Visa and Hogg Robinson agreed the final amount of the post-closing adjustment for cash, debt and working capital, which resulted in an additional payment by Visa of £151,154.

No further Relevant Adjustments have occurred since the post-closing adjustment for cash, debt and working capital and, accordingly, the Actual Fraedom Sale Amount is £143,038,776. This amount is higher than the Anticipated Fraedom Sale Amount of £141,750,000, meaning that the amount of Actual Additional Consideration payable to Scheme Shareholders under the terms of the Acquisition shall be the maximum amount of 10 pence in cash for each Hogg Robinson Share.

Accordingly, under the terms of the Acquisition, each Scheme Shareholder will receive the maximum consideration of 120 pence in cash for each Hogg Robinson Share.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries

Macfarlanes LLP is acting for Hogg Robinson in connection with the Acquisition and Freshfields Bruckhaus Deringer LLP is acting for GBT in connection with the Acquisition.

Important notices

Morgan Stanley, which is authorised and regulated in the UK by the FCA, is acting exclusively for GBT Holdings and GBT and no-one else in connection with the Acquisition and will not be responsible to anyone other than GBT Holdings and GBT for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Rothschild, which is authorised and regulated in the UK by the FCA, is acting exclusively for Hogg Robinson and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Investec, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for Hogg Robinson and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Investec nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

Peel Hunt, which is authorised and regulated in the UK by the FCA, is acting exclusively for Hogg Robinson and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Hogg Robinson in any jurisdiction in contravention of applicable law. The Acquisition will be made solely on the terms set out in the Scheme Document, which contains the full terms and conditions of the Acquisition.

Please be aware that addresses, electronic addresses and certain other information provided by Hogg Robinson Shareholders, persons with information rights and other relevant persons for the receipt of communications from Hogg Robinson may be provided to GBT Holdings during the Offer Period, as required under Section 4 of Appendix 4 to the Code, to comply with Rule 2.11(c) of the Code.

Overseas jurisdictions

The release, publication or distribution of this announcement in, into or from jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Copies of this announcement and formal documentation relating to the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is or becomes interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should consult the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Hogg Robinson's website (www.hoggrobinson.com) and on GBT Holdings' website (www.amexglobalbusinesstravel.com/news)by no later than 12.00 noon on the business day following the date of publication of this announcement. Save as expressly referred to in this announcement, the contents of these websites are not incorporated into and do not form part of this announcement.

Rounding

Figures (if any) included in this announcement may have been subjected to rounding adjustments. Accordingly, any figures shown for the same category presented in different tables may vary slightly and figures shown as totals in tables (if any) may not be an arithmetic aggregation of the figures that precede them.